STORAGE USA, INC. 175 TOYOTA PLAZA, SUITE 700 MEMPHIS, TENNESSEE 38103Modification of Standstill • October 31st, 2001 • Security Capital Group Inc/ • Real estate
Reference is made to that certain Letter Agreement (the "September Letter") dated as of September 7, 2001 by and among Storage USA, Inc., a Tennessee corporation (the "Company"), SUSA Partnership, L.P., a Tennessee limited partnership (the "Operating Partnership"), Storage USA Trust, a Maryland real estate investment trust and a wholly owned subsidiary of the Company (the "Trust") and Security Capital Group Incorporated (both as to itself and as successor to all the rights of USREALTY and Buyer under the Strategic Alliance Agreement, "Security Capital") and to that certain Letter Agreement (the "October Letter" and together with the September Letter, the "Previous Letters") dated as of October 7, 2001 by and among the parties hereto. Terms used herein but not defined shall have the meanings given to them in the September Letter.
